SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act
of 1934
Check the appropriate box:
[X] Preliminary Information Statement
[ ] Confidential, for use of the Commission only (as permitted by Rule 14c-
5(d)(2))
[ ] Definitive Information Statement
OMNI MEDICAL HOLDINGS, INC.
(Name of Registrant as Specified in its Charter)
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined): N/A.
(4) Proposed maximum aggregate value of transaction: N/A.
(5) Total fee paid: N/A.
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration number,
or the Form or Schedule and the date of its filing.
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Contact Persons: Leonard W. Burningham, Esq.
Branden T. Burningham, Esq.
Suite 205, 455 East 500 South Street
Salt Lake City, Utah 84111
Tel: 801-363-7411; Fax: 801-355-7126
OMNI MEDICAL HOLDINGS, INC.
1107 Mt. Rushmore Road, Suite 2
Rapid City, South Dakota 57701
INFORMATION STATEMENT
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE
REQUESTED NOT TO SEND A PROXY
INTRODUCTION
This Information Statement is being furnished to our shareholders
(Omni Medical Holdings, Inc., a Utah corporation [the "Company,"
"Omni," "we", "our" or "us" or words or similar import]), regarding an
amendment to our Articles of Incorporation that will increase the amount of
our authorized shares from 50 million to 100 million.
This amendment to our Articles of Incorporation was unanimously
adopted by our Board of Directors, who, together with certain other principal
stockholders who are outlined below under the caption "Voting Securities and
Principal Holders Thereof," also constitute some of the majority
shareholders (the "Majority Shareholders"), collectively beneficially owning
15,387,130 shares of our common stock or approximately 52.2% of our
outstanding voting securities at May 23, 2005, the date of the adoption of the
amendment by the Board of Directors and Majority Stockholders. No other votes
were required or necessary to adopt this amendment to our Articles of
Incorporation, and none are being solicited hereunder. See the captions
"Voting Securities and Principal Holders Thereof" and "Amendment to our
Articles of Incorporation and Vote Required for Approval," herein.
The amendment will become effective on the opening of business on
September 9, 2005, or a date that is at least 21 days from the mailing of this
Information Statement to our shareholders. This amendment to our Articles of
Incorporation is the only matter covered by this Information Statement.
APPROXIMATE DATE OF MAILING: August 19, 2005.
The following constitutes the full amendment to our Articles of
Incorporation:
ARTICLE IV
AUTHORIZED SHARES
The aggregate number of shares which the corporation shall have
authority to issue is One Hundred Million (100,000,000) shares of $0.001 (one
mill) per value common voting stock.
REASONS FOR THE ADOPTION OF THE AMENDMENT TO OUR ARTICLES OF
INCORPORATION
Our Board of Directors believes that this new Article IV will provide
us with greater flexibility by increasing our authorized capital to allow us
to raise capital, effect acquisitions and to issue capital stock for other
general corporate purposes. There are no current arrangements or
understandings regarding the issuance of any of the shares of common stock
resulting from this increase in our authorized capital stock.
DISSENTERS' RIGHTS
There are no dissenters' rights applicable with respect to the
amendment to our Articles of Incorporation.
INTEREST OF CERTAIN PERSONS IN MATTERS TO BE ACTED UPON
No director, executive officer, nominee for election as a director,
associate of any director, executive officer or nominee or any other person
has any substantial interest, direct or indirect, by security holdings or
otherwise, in the amendment to our Articles of Incorporation which is not
shared by all other shareholders.
VOTING SECURITIES AND PRINCIPAL HOLDERS THEREOF
Voting Securities.
------------------
The securities that would have been entitled to vote if a meeting
was required to have been held regarding this amendment to our Articles of
Incorporation consist of shares of our common stock. Each share of our common
stock is entitled to one vote. The number of outstanding shares of our common
stock at the close of business on May 23, 2005, the record date for
determining our shareholders who would have been entitled to notice of and to
vote on the amendment to our Articles of Incorporation, was 29,488,059 shares.
Security Ownership of Principal Holders and Management.
-------------------------------------------------------
The following table sets forth certain information as of May 23,
2005, regarding current beneficial ownership of the shares of our common stock
by (i) each person known by us to own more than 5% of the outstanding shares
of our common stock, (ii) each of our executive officers and directors, and
(iii) all of our executive officers and directors as a group. Except as
noted, each person has sole voting and sole investment or dispositive power
with respect to the shares shown. The information presented is based upon
29,488,059 outstanding shares of our common stock.
Position with Number of Shares Percentage
Name and Address the Company Beneficially Owned of Class
---------------- ------------- ------------------ --------
Arthur D. Lyons(1) President, CEO, 2,492,437 8.5%
(2) Treasurer and
Director
John Globoker Secretary 50,000 0.2%
(2)
Lance Weaver Director 114,234 0.4%
(2)
Charles D. Arbeiter Stockholder 1,745,852 5.9%
(2)
Al Rieman Stockholder 2,503,301 8.5%
(2)
Peter Pollachek Stockholder 4,000,000 13.6%
(2)
Elisa Norrick Stockholder 1,000,000 3.4%
(2)
LHM Trading(1) Stockholder 3,195,721 10.8%
(2)
Interstate Advisors(1) Stockholder 285,585 1.0%
(2)
Totals: 15,387,130 52.2%
All executive officers and directors 2,656,671 9.0%
of the Company as a group (3 persons)
(1) LHM Trading and Interstate Advisors are business entities controlled
by Arthur D. Lyons, the President, CEO, Secretary and a Director of our
Company. Mr. Lyons' holdings also include 200,000 shares held of record in
the name of Rebecca Hamilton Lyons, his wife.
(2) These persons constitute the Majority Shareholders who have voted in
favor of the amendment to our Articles of Incorporation that is the only
matter covered by this Information Statement.
AMENDMENT TO OUR ARTICLES OF INCORPORATION AND VOTE REQUIRED FOR APPROVAL
Utah Law.
---------
Section 16-10a-1003 of the Utah Law provides that every amendment to the
Articles of Incorporation of a corporation shall first be adopted by the
resolution of the Board of Directors and then be subject to the approval of
persons owning a majority of the securities entitled to vote on any such
amendment.
Resolutions to effect these amendments were unanimously adopted by our
Board of Directors, and the Majority Shareholders named under the caption
"Voting Securities and Principal Holders Thereof" have unanimously adopted the
amendment by written consent. The Majority Stockholders own approximately
52.2% of our outstanding voting securities. No other votes or consents are
required or necessary to effect the amendment.
Effective Date of Amendment.
----------------------------
The effective date of the amendment to our Articles of Incorporation
will be on the opening of business on September 9, 2005, or 21 days from the
mailing of this Information Statement to our shareholders.
NOTICE
THE MAJORITY SHAREHOLDERS OF OUR COMPANY HAVE CONSENTED TO THE ADOPTION OF
THE AMENDMENT TO OUR ARTICLES OF INCORPORATION AND OWN IN EXCESS OF THE
REQUIRED NUMBER OF OUR OUTSTANDING VOTING SECURITIES TO ADOPT THESE AMENDMENTS
UNDER UTAH LAW. NO FURTHER CONSENTS, VOTES OR PROXIES ARE NEEDED, AND NONE ARE
REQUESTED.
BY ORDER OF THE BOARD OF DIRECTORS
August 19, 2005
Arthur D. Lyons, President